GRAINBELT CORPORATION

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GNBC 8000-D (Cancels GNBC 8000-C) GRAINBELT CORPORATION (Supersedes and Cancels Tariff GNBC 8000-C) Rules, Regulations and Charges Applying to Switching of Cars at and Between Points Served by Grainbelt Corporation and Junctions with Other Railroads Governed, except as otherwise provided herein, by Uniform Freight Classification (see Item 10) ISSUED BY: George C. Betke, Jr. Chief Executive Officer Grainbelt Corporation Post Office Box 1750 Clinton, OK 73601 Issued: April 22, 2013 Effective: May 1, 2013

- 2 - SECTION 1 [N] - APPLICATION OF TARIFF The rules, regulations and charges published herein apply to traffic handled by GNBC as described herein. Interline rail traffic between GNBC stations and BNSF will be handled as interline switching service. Interline rail traffic moving between BNSF and FMRC via GNBC at Clinton will be handled as intermediate service. GNBC Northern Division switching limits extend from Enid, OK to Fransen, OK. GNBC Southern Division switching limits extend from Altus, OK via Snyder, OK to Frederick, OK and Clinton, OK. NORTHERN DIVISION (via ENID) SOUTHERN DIVISION (via ALTUS) Station Number Station Number Enid, OK 05857 Altus, OK^ 96687 Imo, OK 05923 Headrick, OK# 96676 Drummond, OK 05972 Long, OK# 96670 Ames, OK 06067 Snyder, OK 07441 Okeene, OK 06182 Manitou, OK 07550 Southard, OK 06294 Frederick, OK 07634 Carleton, OK 06333 Fay, OK 06497 Mountain Park, OK 07415 Thomas, OK 06581 Svoboda, OK 07406 Custer City, OK 06684 Roosevelt, OK 07295 Clinton, OK 06806 Hobart, OK 07168 Fransen, OK 06835 Rocky, OK 07074 Cordell, OK 06968 Bessie, OK 06900 Fransen, OK 06835 Clinton, OK 06806 ^ Interchange only. # Local switching service only. Interchange connections are made with: BNSF at Enid, OK; Snyder, OK; Altus, OK FMRC at Clinton, OK; Altus, OK SLWC at Snyder, OK UP at Enid, OK (via BNSF); Frederick, OK (via WTJR) WTJR at Frederick, OK

- 3 - SECTION 2 GENERAL RULES AND REGULATIONS ITEM 10 [NC]. Description of Governing Classification The term Uniform Freight Classification when used herein means Uniform Freight Classification 6000-series. ITEM 20 [NC]. Station Lists and Conditions This publication is governed by the Official Railroad Station List, OPSL 6000-series, issued by RAILINC, Agent. ITEM 30 [NC]. Reference to Tariffs, Items, Notes, Rules, etc. References made in this tariff to tariffs, items, notes, rules, etc. are continuous and include supplements to and successive issues of such tariffs, items, notes, rules, etc. ITEM 40 [NC]. National Car Service Order Tariff This tariff is subject to provisions of various Surface Transportation Board Service Orders and General Permits, as shown in Tariffs NSO 6400-series, STB NSO 6100-series. ITEM 50 [NC]. Hazardous Materials Shipments of hazardous materials under this tariff are subject to regulations of the U.S. Department of Transportation, as shown in the Bureau of Explosives Tariff, STB BOE 6000- series, C. Keller, Agent. ITEM 60 [NC]. Methods of Canceling Items As this tariff is supplemented, numbered items with lettered suffixes cancel corresponding numbered items in the original tariff or in a prior supplement. Letter suffixes will be used in alphabetical sequences starting with A. Example: Item 100-A cancels Item 100 and Item 200-B cancels 200-A in a prior supplement, which in turn cancelled Item 200. ITEM 70 [NC]. Carrier s Limited Liability GNBC will not be responsible for loss due to natural shrinkage and/or any differences between origin and destination weights, except where loss results from defective equipment. ITEM 80 [NC]. Application of Charges for Switching Service 1. Charges for interline switching service apply to movement of a car between a plant or team track served by GNBC and the junction with BNSF for which BNSF has performed or will perform line-haul service on the car.

- 4-2. Charges for local switching service apply to movement of a car between two plants or team tracks, both of which are served directly by GNBC or by means of a switch performed by a connecting railroad. 3. Switching charges apply for movement of the car loaded in one direction and empty in the other direction. If the car is loaded in both directions, switching charges apply for each loaded movement. 4. An empty car placed at a plant or team track that is returned empty because no load is available, or an empty car otherwise handled and returned empty to or from a plant, team track, or connecting railroad, is subject to the lowest applicable switching charge for a loaded movement. 5. If a shipment of freight requires two or more cars for its movement, switching charges apply for each car. 6. Charges for switching service are in addition to all other rates and charges applicable to line-haul service performed on the car by one or more connecting railroads participating in its movement as interline traffic. SECTION 3 CHARGES FOR SWITCHING SERVICE ITEM 90 [N]. Charges for Interline Switching Service Charges for interline switching service performed by GNBC in conjunction with traffic to and from BNSF are, per carload: NORTHERN DIVISION (via ENID) SOUTHERN DIVISION (via ALTUS) Station Rate Station Rate Enid, OK N.A. Altus, OK N.A. Imo, OK $535 Headrick, OK N.A. Drummond, OK 560 Long, OK N.A. Ames, OK 605 Snyder, OK $420 Okeene, OK 665 Manitou, OK 470 Southard, OK 720 Frederick, OK 510 Carleton, OK 740 Fay, OK 820 Mountain Park, OK 630 Thomas, OK 860 Svoboda, OK 635 Custer City, OK 915 Roosevelt, OK 685 Clinton, OK 975 Hobart, OK 750 Fransen, OK 975 Rocky, OK 795 Cordell, OK 850 Bessie, OK 885 Fransen, OK 975 Clinton, OK 975

- 5 - GNBC charges for intermediate service between BNSF and FMRC at Clinton shall be the same as the interline switching charge for Clinton shown above, and will be billed and collected by BNSF for the account of GNBC. ITEM 100 [NC]. Fuel Surcharges. BNSF fuel surcharges do not apply to GNBC charges for interline switching service. ITEM 110 [NC]. Charges for Hazardous Materials A premium of $50 per carload applies to charges for interline switching service of carloads of hazardous materials. Special rates apply to TIH/PIH shipments and will be issued on the customer s reasonable request. ITEM 120 [NC]. Absorption of Charges for Interline Switching Service Portions of the charges for interline switching service will be absorbed in accordance with published tariffs of connecting carriers or agreements in effect between GNBC and connecting carriers, if any. ITEM 130 [NC]. Charges for Local Switching Service Local switching service will be performed under customer contracts. Charges for local switching service and other associated charges, if any, will be billed and collected by GNBC. ITEM 140 [NC]. Charges for Car Demurrage Cars handled by GNBC are subject to the following demurrage rules unless special arrangement is made in advance: 1. Customers are allowed forty-eight (48) hours free time to load or unload cars before demurrage applies. Free time begins the first 7:00 A.M. after placement or constructive placement and expires 48 hours later, excluding Sundays and holidays (see Item 220). 2. Demurrage will be charged and billed by GNBC at the following rates: A. $40 for each of the first five (5) days after expiration of free time. B. $60 for each subsequent day through the date of release. Cars will be constructively placed to a shipper or receiver if the plant or team track cannot accept the car because of conditions precluding placement. If a car is constructively placed, the customer will be notified by facsimile or e-mail. Demurrage rules will apply as if the car were placed at the plant or team track. The car will be placed when the next switching operation occurs after restrictive conditions are removed. Demurrage will not be charged for private cars stored on a customer s private tracks.

- 6 - ITEM 150 [NC]. Charge for Diversion or Reconsignment A charge of $300 will apply to a loaded car received at interchange that is subsequently diverted or reconsigned to a destination on another railroad. ITEM 160 [NC]. Charge for Intra-Plant Switching A switching charge of $150 will apply to a loaded car placed on a plant or team track that is switched out at the customer s request for resequencing during the same switching operation. ITEM 170 [NC]. Charge for Secondary Switching A switching charge of $300 will apply to a loaded car placed on a plant or team track that is switched out at the customer s request for replacement at another time and requires temporary storage in a different location. ITEM 180 [NC]. Charge for Inter-Plant Switching A switching charge of $500 will apply to a loaded car that is switched out at the customer s request between plant or team tracks within the switching limits of GNBC and FMRC. ITEM 190 [NC]. Charge for Reciprocal Switching A switching charge of $275 will apply to movement of a loaded car between plant or team tracks at Frederick, OK and interchange with the connecting railroad at that station. ITEM 200 [NC]. Charge for Turning Cars When a car requiring loading or unloading from one side or end is not properly placarded and, at the customer s request, is turned and returned to the same track after initial placement, a switching charge of $400 applies. Such charge will not apply if the Bill of Lading carries a notation that the car was placarded and the placard disappeared before placement. ITEM 210 [NC]. Charge for Overweight Cars For calculation of overloaded cars, GNBC s gross weight limitation of 268,000 pounds will apply. If a car is determined to be overloaded, there will be no free time, and the car will be subject to demurrage. Any car overloaded by less than 1,000 pounds will be accepted with no additional charge. If a car is overloaded by 1,000 pounds or more, $10 per hundredweight may be assessed for excess weight. GNBC reserves the right to reject any car with a gross weight of 270,000 pounds or more as stated on the waybill, at interchange, by reasonable belief from observation in transit, or at the customer s plant.

- 7 - ITEM 220 [NC]. Charge for Oversized Loads Oversized shipments, as defined below, will be handled in special train service, subject to advance notification and dimensional clearance. The charge for each oversized load will be issued on reasonable request, determined on a case-by-case basis, and assessed in lieu of charges for interline switching service published herein. A shipment shall be deemed as oversized under any of the following conditions: 1. Lading exceeds eleven (11) feet in width 2. Lading extends over the length of the car 3. Lading extends eighteen (18) feet above the rail 4. Loaded car weighs 270,000 pounds or more ITEM 230 [N]. Charge for Extra Switching Service Extra switching service requiring special assignment of a locomotive and crew to supplement scheduled switching service (see Item 250) will be performed only on the customer s request submitted twenty-four (24) hours in advance of the requirement and at a charge of $250 per hour or fraction thereof, subject to a minimum of four (4) and maximum of twelve (12) hours and to the availability of equipment and personnel. This charge is in addition to other applicable switching charges. Hours are computed from the time the locomotive and crew are dispatched until the service has been performed and the locomotive and crew have returned to the point of dispatch (including waiting time, but excluding time elapsed for the convenience of GNBC). ITEM 240 [NC]. Terms of Payment Payment of all charges for local and ancillary switching services performed by GNBC, other than charges referred to in Item 70, is due within fifteen (15) days from the date of billing. A charge equivalent to the lesser of eighteen percent (18%) per year or the maximum allowable rate under Oklahoma law will be assessed for late payment, calculated through the day payment is received and based on a year of 360 days. ITEM 250 [NC]. Scheduled Switching Service GNBC performs scheduled railroad switching service on weekdays (Monday through Friday) and additional service as needed throughout the year, with the exception of the following holidays: New Year s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the Friday after Thanksgiving Day, Christmas Eve Day, Christmas Day, and New Year s Eve Day. Normal business office hours are from 8:00 A.M. to 5:00 P.M. The headquarters office address is 1601 West Gary Boulevard, Clinton, OK 73601-1750; its general telephone number is 580-323-1234; and the corporate website address containing additional contact information is www.farmrail.com.

- 8 - SECTION 4 DEFINITION OF TERMS For the purposes of this Tariff, the following terms shall have the meaning set forth: Customer The legal entity (shipper, receiver, consignor, consignee or agent) responsible for freight shipments in cars handled by GNBC and for payment of any applicable charges named herein. Hazardous materials Any substance or material defined by the U.S. Department of Transportation as a hazardous material in 49 C.F.R. 171.8, as may be amended from time to time. Interline switching service Movement of a car between a plant or team track served by GNBC and the junction with BNSF for which BNSF has performed or will perform linehaul service. Interline traffic A loaded railcar interchanged by GNBC to or from a connecting railroad other than FMRC for which the connecting railroad has performed or will perform line-haul service. Intermediate service Movement of a car by GNBC between the junction with BNSF and FMRC at Clinton for which BNSF has performed or will perform line-haul service. Line-haul service Movement of a car by a connecting railroad beyond the switching limits of GNBC. Local switching service Movement of a car by GNBC between two plants or team tracks, both of which are served by GNBC directly or by means of a switch performed by a connecting railroad. Plant The land, buildings, machinery, apparatus and fixtures employed by a customer in carrying on a trade or industrial business. Plant track A side or industrial track or spur serving a plant, whether situated on property owned or operated by GNBC or on property owned or leased by the plant operator. Team track A track designated by GNBC for use by the general public. EXPLANATION OF ABBREVIATIONS AND REFERENCE MARKS A.M. BNSF etc. FMRC FRA GNBC - Ante Meridian - BNSF Railway Company - Et cetera - Farmrail Corporation - Federal Railroad Administration - Grainbelt Corporation

- 9 - N.A. NSO OPSL PIH P.M. TIH UP U.S. WTJR [NC] [I] [N] [R] - Not Applicable - National Service Order, Western Trunk Line Committee, Agent - Official Railroad Station List, RAILINC, Agent - Poisonous by Inhalation Hazard - Post Meridian - Toxic by Inhalation Hazard - Union Pacific Railroad Company - United States of America - Wichita, Tillman & Jackson Railway Co., Inc. - Brought forward without change - Denotes Increase - Denotes New Item Added - Denotes Decrease or Reduction (Underscored portion denotes change)